AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 30, 2002
REGISTRATION NO. 333-_______

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

E-REX, INC.
(Exact name of registrant as specified in charter)

NEVADA 88-0292890
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)

11645 BISCAYNE BOULEVARD,
SUITE 210
MIAMI, FLORIDA 33181
(305) 895-3350
(Address, including zip code, of registrant's principal executive offices)
(Telephone number, including area code)

Carl E. Dilley, President
11645 Biscayne Boulevard, Suite 210
Miami, Florida 33181
(305) 895-3350
(Name, address, and telephone
number of agent for service)

COPIES TO:

Brian A. Lebrecht, Esq.
The Lebrecht Group, APLC
22342 Avenida Empresa, Suite 230
Rancho Santa Margarita, California 92688
(949) 635-1240

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ X ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]

CALCULATION OF REGISTRATION FEE

TITLE OF EACH . . . . . . . PROPOSED PROPOSED
CLASS OF. . . . . . . . . . AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE. . . . . . TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED. . . . . . . . . REGISTERED PER UNIT (1) OFFERING PRICE FEE
- --------------------------- --------------- ---------------- --------------- -------------

Common Stock. . . . . . . . 62,500,000 (2) $ 0.008 $ 500,000 $ 46.00
- --------------------------- --------------- ---------------- --------------- -------------

Common Stock. . . . . . . . 5,000,000 (3) $ 0.008 $ 40,000 $ 3.68
- --------------------------- --------------- ---------------- --------------- -------------

Total Registration Fee $ 49.68
- --------------------------- -------------

(1) Represents the conversion price under the convertible note, and the
exercise price under the warrants, being registered herein.

(2) Represents shares of our common stock issuable to Auxiliarius Fortunare,
LLC upon conversion of an outstanding promissory note. Also includes an
indeterminate amount of securities issuable pursuant to the note (i) to prevent
dilution resulting from stock splits, stock dividends or similar transactions or
(ii) by reason of changes in the conversion price of the note in accordance with
the terms thereof.

(3) Represents shares of our common stock issuable upon exercise of warrants
issued to Auxiliarius Fortunare, LLC, plus an indeterminate amount of securities
issuable pursuant to anti-dilution rights in the warrants.

The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

PROSPECTUS

Up to 67,500,000 shares of common stock

E-REX, INC.

E-Rex is registering up to 67,500,000 shares for sale by:

- Auxiliarius Fortunare, LLC, who may acquire up to 62,500,000 shares upon
conversion of a promissory note.

- Auxiliarius Fortunare, LLC, who may acquire up to 5,000,000 shares upon
the exercise of warrants issued to them.

INVESTING IN THE COMMON STOCK INVOLVES RISKS. E-REX HAS NOMINAL
OPERATIONS, IS IN UNSOUND FINANCIAL CONDITION, AND YOU SHOULD NOT INVEST UNLESS
YOU CAN AFFORD TO LOSE YOUR ENTIRE INVESTMENT. SEE "RISK FACTORS" BEGINNING ON
PAGE 4.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

All of the common stock registered by this prospectus will be sold by
Auxiliarius Fortunare, LLC on their own behalf at the prevailing market price
when they are sold. We will receive no proceeds from the sale of the shares by
Auxiliarius.

Our common stock is quoted on the over-the-counter electronic bulletin
board under the symbol "EREX." On October 25, 2002, the closing bid price of our
common stock was $0.01 per share.

THE DATE OF THIS PROSPECTUS IS _______________, 2002

PROSPECTUS SUMMARY

This summary highlights material information found in greater detail
elsewhere in this prospectus. This summary is not complete and does not contain
all of the information you should consider before investing in our common stock.
You should read the entire prospectus carefully, including the "Risk Factors."

ABOUT OUR COMPANY

We were incorporated in Nevada on August 26, 1986 as P.R. Stocks, Inc.
Since that time, we have had three name changes and been the surviving
corporation in one merger:

- On February 26, 1992, we changed our name to National Health & Safety
Corporation;

- On November 12, 1992, we changed our name to Medgain International
Corporation;

- On June 20, 1994, we changed our name to E-Rex, Inc.; and

- On February 20, 1999, we merged with Plantech Communications Systems,
Inc., a British Columbia, Canada corporation. Plantech was a development stage
company in the software, computer, and Internet business that had no revenues.

We have an $12,817,663 accumulated deficit as of December 31, 2001. We do
not have any significant operating history or revenues, and our independent
accountant has qualified his report, noting that our significant losses raise
substantial doubt about our ability to continue in business.

Our primary product is the Dragonfly, a portable, multi-function color
printer, copier, fax and scanner with Internet and e-mail capabilities. We
presently have completed the initial prototype of the Dragonfly. We are not
currently generating any revenues from the sale of the Dragonfly product, and do
not expect to generate any revenues from it during this fiscal year. We
currently generate a limited amount of income from our Internet consulting
business, which is not our primary business.

Our executive offices are located at 11645 Biscayne Boulevard, Suite 210,
Miami, Florida 33181. Our telephone number is (305) 895-3350 and our website
address is www.e-rex.net. Information contained on our website or on any other
website does not constitute a part of this prospectus.

ABOUT THE CONVERTIBLE NOTE

Under the convertible note to Auxiliarius, they are obligated to provide us
with a minimum of $10,000 per week, assuming the following conditions are
satisfied:

- this Registration Statement has been declared effective and remains
effective;

- our stock price is $0.004 or higher during the 15 days before the
funding; and

- our stock trading volume is within a specified range depending on our
stock price.

The note has an interest rate of 10% per year. Auxiliarius is obligated to
provide us with, and the maximum outstanding principal amount of the convertible
note is, $500,000.

Auxiliarius is the holder of warrants to acquire up to 5,000,000 shares of
our common stock at an exercise price of $0.008 per share, exercisable for two
years from their date of issuance.

THE OFFERING

Common stock outstanding
prior to this offering 120,148,852 shares (1)

Common stock offered for
resale to the public 67,500,000 shares (2)

Common stock outstanding
after this offering 187,648,852 shares

Percentage of common stock outstanding
after this offering represented by shares
offered for resale to the public 36%

(1) Shares outstanding as of October 28, 2002. Does not include 5,000,000
shares underlying warrants issued to Auxiliarius.

(2) Includes up to 62,500,000 shares that may be issued to Auxiliarius
pursuant to the convertible note, and 5,000,000 shares underlying warrants
issued to Auxiliarius. Does not include an indeterminate amount of securities
issuable pursuant to the note (i) to prevent dilution resulting from stock
splits, stock dividends or similar transactions or (ii) by reason of changes in
the conversion price of the note in accordance with the terms thereof.

RISK FACTORS

Any investment in our common stock involves a high degree of risk. You
should consider carefully the following information, together with the other
information contained in this prospectus, before you decide to buy our common
stock. If any of the following events actually occurs, our business, financial
condition or results of operations would likely suffer. In this case, the
market price, if any, of our common stock could decline, and you could lose all
or part of your investment in our common stock.

We have never operated profitably, we have generated very little revenues,
and we may never become profitable, making it difficult or impossible for our
investors to evaluate our business.

We have a limited operating history upon which potential investors may
evaluate our performance. To date, we have generated an accumulated deficit of
more than $13,964,463. For the years ended December 31, 2001 and 2000, we
incurred net losses of $3,535,831 and $8492,853, respectively, and for the six
months ended June 30, 2002, our net loss was $1,146,800. Because of our lack of
cash, we have issued large amounts of stock to pay salaries and some accounts
payable. We expect that our operating expenses will increase over the next few
years as we continue to develop and market our Dragonfly product, and as a
result we expect losses to continue. In addition, our future operations may not
be profitable. We must consider the likelihood of our success relative to the
problems, difficulties, complications, and delays frequently encountered in
connection with the development and operation of a new business.

If we do not obtain adequate financing from this offering or other sources
to fund our future operations and to complete development of our Dragonfly
product, we may not be able to successfully implement our business plan.

We have only developed a prototype of our Dragonfly product, and as a
result we have not generated any revenues from the sale of the Dragonfly, and
will not during this fiscal year. We have funded a large portion of our
operations through the issuance of stock to employees and consultants, and
unless we are successful in obtaining adequate financing, we will continue to do
so. Although we had sufficient capital to complete the initial prototype of the
Dragonfly, if we do not obtain adequate financing, we cannot finalize the
development of our Dragonfly product.

Although it is difficult to estimate the amount of additional financing we
will require, we anticipate that over the next two years we will need
approximately $120,000 to finalize the development of the Dragonfly, $1,500,000
for marketing and sales expenses, and $800,000 for general working capital
expenses. We do not know where this capital will come from. If we are not able
to raise sufficient capital, we will not be able to implement our business
plan.

We have not generated any revenues from our Dragonfly product and do not
expect to be profitable for several more years.

For the year ended December 31, 2001, we generated a total of $87,185 in
revenues, all of which was consulting fees related to our Internet consulting
division. For the six months ended June 30, 2002, our consulting division
generated $10,930 in revenues, representing all of our revenues for the period.
We do not expect to generate any revenues from our Dragonfly product this fiscal
year, and when we do begin to generate revenues from the product, we do not
expect to be profitable for several years, if at all.

If our primary product, the Dragonfly, does not obtain widespread market
acceptance, our sales and profitability will suffer.

We are relying on the success of one primary product, the Dragonfly. If
this product is not widely accepted by the marketplace, we may not generate
sufficient revenues to sustain operations, and may not be profitable.

We do not have a patent on our product, and as a result it may be
duplicated by a competitor.

We have conducted a patent study on the hardware and operating system of
the Dragonfly, and have determined that it is unlikely that some or all of the
product may be able to be protected by patents. Although the operating system,
circuit boards, control systems, and Internet interface are proprietary to
E-Rex, we cannot be certain that others will not independently develop or market
substantially similar products in competition with the Dragonfly.

There may be other products on the market similar to the Dragonfly that are
from substantially larger and more established companies, which may make it
impossible for us to compete.

We believe that no other company manufacturers a product exactly like the
Dragonfly. If released, the Dragonfly will compete with other portable devices
from well-known companies such as Hewlett-Packard, Cannon, Brother, Docuport,
Palm, and Xerox. Although our management believes that our product is superior
in functionality, those companies, as well as future competitors, have
substantially more financial and technical resources than us and have estab-
lished a reputation in the industry. As a result of intense competition from
larger, well-known and well-financed companies, we may not be able to
successfully market our product.

We have limited personnel and we must attract and retain qualified
employees to succeed in our business plan.

We currently have only three employees. In order to finish the development
of our Dragonfly, and market it, we need to recruit and retain professional and
technical staff. Unless we are successful in obtaining adequate financing, we
will not have the resources to attract the necessary personnel, and we will not
be successful in implementing our business plan.

The substantial number of shares of our common stock that are eligible for
future sale in the public market could adversely affect prevailing market prices
of our common stock or limit our ability to raise additional capital.

Future sales of substantial amounts of our common stock in the public
market, or the perception that these sales might occur, could adversely affect
the prevailing market price of our common stock or limit our ability to raise
additional capital. We currently have 120,148,852 shares of our common stock
issued and outstanding, and over 36,398,000 shares of our common stock are
reserved for issuance upon the exercise of outstanding options and warrants.
Upon effectiveness of the registration statement of which this prospectus is a
part, we may issue up to an additional 67,500,000 shares of common stock,
representing an increase of over 36% in the issued and outstanding shares.

Our stock price will fluctuate after this offering, which could result in
substantial losses for investors.

The market price for our common stock may fluctuate significantly in
response to a number of factors, some of which are beyond our control. These
factors include:

- Quarterly variations in operating results;
- Changes in financial estimates by securities analysts;
- Announcements by us or our competitors of new products, significant
contracts, acquisitions or strategic relationships;
- Disputes concerning our technology proprietary rights;
- Publicity about our company, management, products or our competitors;
- Additions or departures of key personnel;
- Any future sales of our common stock or other securities; and
- Stock market price and volume fluctuations of publicly-traded companies.

These and other external factors have caused and may continue to cause the
market price and demand for our common stock to fluctuate substantially, which
may limit or prevent investors from readily selling their shares of common stock
and may otherwise negatively affect the liquidity of our common stock.

In the past, securities class action litigation has often been brought
against companies following periods of volatility in the market price of their
securities. If securities class action litigation is brought against us it
could result in substantial costs and a diversion of our management's attention
and resources, which could hurt our business.

The conversion of the convertible notes may lower the market price of our
common stock and substantially dilute the interests of other holders of our
common stock.

As Auxiliarius exercises its conversion rights under the convertible note,
we will be required to issue shares of our common stock at a price below
the prevailing market price of our common stock. The shares issuable upon
conversion of the note will be issued at a price equal to $0.008, unless reset
in accordance with the terms of the note.

The sale of material amounts of our common stock could reduce the price of
our common stock and encourage short sales.

If Auxiliarius elects to convert some or all of the convertible note, and
to the extent that they sell our common stock, our common stock price may
decrease due to the additional shares in the market. As the price of our common
stock decreases, the conversion price under the convertible note may be reset at
lower prices and we will be required to issue more shares of our common stock
for any given dollar amount converted. This may encourage short sales, which
could place further downward pressure on the price of our common stock.

The conversion of the convertible note may substantially dilute the
interests of other holders.

The shares of our common stock issuable upon conversion of the note will be
available for sale immediately upon issuance. Accordingly, the conversion may
result in substantial dilution to the interests of the other holders of our
common stock and the price of our common stock may decrease.

Because we are subject to the "penny stock" rules, the level of trading
activity in our stock may be reduced.

Our common stock is traded on the OTC Electronic Bulletin Board.
Broker-dealer practices in connection with transactions in "penny stocks" are
regulated by certain penny stock rules adopted by the Securities and Exchange
Commission. Penny stocks, like shares of our common stock, generally are equity
securities with a price of less than $5.00, other than securities registered on
certain national securities exchanges or quoted on Nasdaq. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document that provides information about penny stocks and the nature and level
of risks in the penny stock market. The broker-dealer also must provide the
customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction, and,
if the broker-dealer is the sole market maker, the broker-dealer must disclose
this fact and the broker-dealer's presumed control over the market, and monthly
account statements showing the market value of each penny stock held in the
customer's account. In addition, broker-dealers who sell these securities to
persons other than established customers and "accredited investors" must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written agreement to the transaction.
Consequently, these requirements may have the effect of reducing the level of
trading activity, if any, in the secondary market for a security subject to the
penny stock rules, and investors in our common stock may find it difficult to
sell their shares.

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. In some cases,
you can identify forward-looking statements by terms such as "may," "will,"
"should," "could," "would," "expects," "plans," "anticipates," "believes,"
"estimates," "projects," "predicts," "potential" and similar expressions
intended to identify forward-looking statements. These statements reflect our
current views with respect to future events and are based on assumptions and
subject to risks and uncertainties. These risks, uncertainties and other factors
may cause our actual results, performances or achievements to be materially
different from those expressed or implied by our forward-looking statements. Our
forward-looking statements in this prospectus include, but are not limited to,
statements relating to:

- our anticipated business strategy;
- the market opportunity for our products, including anticipated growth of
our industry and expected demand for our products;
- our plans for hiring additional personnel;
- our estimates regarding our future capital requirements and needs for
additional financing; and
- any of our other plans, objectives, expectations and intentions
contained in this prospectus that are not historical facts.

You should read this prospectus completely and with the understanding that
our actual future results may be materially different from what we expect. We
will not update these forward-looking statements, even though our situation may
change in the future. We qualify all of our forward-looking statements by these
cautionary statements.

Our forward-looking statements involve known and unknown risks, uncertain-
ties and other factors that may cause actual results to be materially different.
Such factors include, among others, the risk and other factors set forth in the
section "Risk Factors" as well as the following:

- changes in general economic and business conditions;
- changes in current pricing levels;
- reductions in sales to any of our significant customers or in customer
capacity generally;
- our ability to hire and retain qualified personnel;
- changes in our sales mix to lower margin products;
- increased competition; and
- our ability to keep up with technological change and changes in customer
demands.

If one or more of these risks or uncertainties materialize, or if
underlying assumption prove incorrect, our actual results may vary materially
from those expected, estimated or projected. Because of these uncertainties,
you should not place undue reliance on forward-looking statements.

USE OF PROCEEDS

We will not receive any proceeds from the resale of our common stock
by Auxiliarius Fortunare, LLC, however, because the effectiveness of this
registration statement is a condition to their funding obligation, we will
receive subsequent to this offering up to $500,000 and we may receive proceeds
from the issuance of shares to Auxiliarius upon their exercise of warrants. If
all the funding under the convertible note is completed, and all the warrants
are exercised, we estimate that we will receive net proceeds of approximately
$530,000 (after paying a finders fee of $10,000).

We intend to use the net proceeds as follows:
FULL
OFFERING
--------
Offering Costs $ 25,000
Dragonfly Prototype Research and Development 120,000
Payment of Accounts Payable 280,000
Marketing and Advertising 55,000
Other Working Capital Requirements 50,000
--------
Total $530,000
========

Pending the use of any proceeds as discussed above, we intend to invest
these funds in short term, interest bearing, investment-grade obligations.

SELLING SECURITY HOLDERS

The following table sets forth certain information as of the date of this
prospectus, with respect to Auxiliarius, the only selling shareholder for whom
we are registering shares for resale to the public. Auxiliarius proposes
selling all of their shares, in which case it would beneficially own no shares
after the offering. Auxiliarius is not currently an affiliate of ours, has not
had a material relationship with us during the past three years, and is not
affiliated with a registered broker-dealer. An asterisk indicates that their
common stock ownership is less than one percent.

Shares Owned Prior Shares to be Sold in Shares to be Owned % Owned After
Name . . . . . . . . . . . to the Offering the Offering After the Offering the Offering (1)
- -------------------------- --------------- -------------------- ------------------ ----------------
Auxiliarius Fortunare, LLC 67,500,000 (2) 67,500,000 (2) -0- -0-
- -------------------------- --------------- -------------------- ------------------ ----------------
Totals. . . . . . . . 67,500,000 (2) 67,500,000 (2) -0- -0-
- -------------------------- --------------- -------------------- ------------------ ----------------

(1) Based on 120,148,852 shares of our common stock issued and outstanding
as of October 28, 2002.

(2) Represents 62,500,000 shares of our common stock issuable to Auxiliarius
upon conversion of the convertible note, plus 5,000,000 shares of our common
stock that we may issue to Auxiliarius upon their exercise of warrants. It is
expected that Auxiliarius will not own beneficially more than 4.9% of our
outstanding common stock at any time. The Manager of Auxiliarius is Kyle G.
Kennedy

PLAN OF DISTRIBUTION

Auxiliarius is free to offer and sell their shares of our common stock at
such times, in such manner and at such prices as they may determine on a best
best efforts basis. The types of transactions in which the shares of our
common stock are sold may include transactions in the over-the-counter market
(including block transactions), negotiated transactions, the settlement of short
sales of our common stock, or a combination of such methods of sale. The sales
will be at market prices prevailing at the time of sale or at negotiated prices.
Such transactions may or may not involve brokers or dealers. Auxiliarius has
advised us that they have not entered into agreements, understandings or
arrangements with any underwriters or broker-dealers regarding the sale of their
shares, and does not have an underwriter or coordinating broker acting in
connection with the proposed sale of our common stock.

Auxiliarius may sell their shares directly to purchasers or to or through
broker-dealers, which may act as agents or principals. These broker-dealers may
receive compensation in the form of discounts, concessions or commissions
from the selling shareholders. They may also receive compensation from the
purchasers of our common stock for whom such broker-dealers may act as agents or
to whom they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions).

We have informed Auxiliarius that the anti-manipulation rules of the SEC,
including Regulation M promulgated under the Securities Exchange Act of 1934,
will apply to its sales in the market, and have provided them with a copy of
such rules and regulations.

Regulation M may limit the timing of purchases and sales of any of the
shares of our common stock by Auxiliarius and any other person distributing our
common stock. The anti-manipulation rules under the Securities Exchange Act
may apply to sales of shares of our common stock in the market and to the
activities of Auxiliarius and their affiliates. Furthermore, Regulation M of the
Securities Exchange Act may restrict the ability of any person engaged in the
distribution of shares of our common stock to engage in market-making activities
with respect to the particular shares of common stock being distributed for a
period of up to five business days prior to the commencement of such
distribution. All of the foregoing may affect the marketability of our common
stock and the ability of any person or entity to engage in market-making
activities with respect to our common stock.

Rules 101 and 102 of Regulation M under the Securities Exchange Act, among
other things, generally prohibit certain participants in a distribution from
bidding for or purchasing for an account in which the participant has a
beneficial interest, any of the securities that are the subject of the
distribution. Rule 104 of Regulation M provides that no person, directly or
indirectly, may stabilize, effect any syndicate covering transaction, or impose
a penalty bid in connection with an offering of any security in contravention of
the rule's provisions.

Auxiliarius may also rely upon Rule 144 for the sale of our common shares
in the open market.

We will pay all expenses in connection with the registration and sale of
the common stock by the selling security holders. The estimated expenses of
issuance and distribution are set forth below:

Registration Fees Approximately $ 50.00
Transfer Agent Fees Approximately 500.00
Costs of Printing and Engraving Approximately 1,000.00
Legal Fees Approximately 20,000.00
Accounting Fees Approximately 3,450.00
----------
Total $25,000.00
----------

Auxiliarius will pay all commissions, transfer taxes and other expenses
associated with their sales. The shares offered hereby are being registered
pursuant to our contractual obligations, and we have agreed to pay the expenses
of the preparation of this prospectus.

We have agreed to indemnify and reimburse Auxiliarius and its officers,
directors, partners, legal counsel, and accountants, against any losses, claims,
damages or liabilities to which they may become subject under the Securities Act
of 1933, the Securities Exchange Act of 1934, or any other federal or state law,
insofar as such losses arise out of or are based upon (i) any untrue statement
or alleged untrue statement of a material fact contained in a registration
statement, or (ii) the omission or alleged omission of a material fact required
to be stated therein or necessary to make the statements therein not misleading.

DESCRIPTION OF SECURITIES

Our authorized capital stock consists of 250,000,000 shares of common
stock, par value $0.001. As of October 28, 2002, there are 120,148,852 shares
of our common stock issued and outstanding. We are not authorized to issue
preferred stock.

COMMON STOCK. Each shareholder of our common stock is entitled to a pro
rata share of cash distributions made to shareholders, including dividend
payments. The holders of our common stock are entitled to one vote for each
share of record on all matters to be voted on by shareholders. There is no
cumulative voting with respect to the election of our directors or any other
matter. Therefore, the holders of more than 50% of the shares voted for the
election of those directors can elect all of the directors. The holders of our
common stock are entitled to receive dividends when and if declared by our Board
of Directors from funds legally available therefore. Cash dividends are at the
sole discretion of our Board of Directors. In the event of our liquidation,
dissolution or winding up, the holders of common stock are entitled to share
ratably in all assets remaining available for distribution to them after payment
of our liabilities and after provision has been made for each class of stock, if
any, having any preference in relation to our common stock. Holders of shares
of our common stock have no conversion, preemptive or other subscription rights,
and there are no redemption provisions applicable to our common stock.

DIVIDEND POLICY. We have never declared or paid a cash dividend on our
capital stock. We do not expect to pay cash dividends on our common stock in the
foreseeable future. We currently intend to retain our earnings, if any, for use
in our business. Any dividends declared in the future will be at the discretion
of our Board of Directors and subject to any restrictions that may be imposed by
our lenders.

TRANSFER AGENT. The transfer agent for our common stock is Nevada Agency &
Trust Company, 50 West Liberty, Suite 880, Reno, Nevada 89501, telephone number
(775) 322-0626.

INTERESTS OF NAMED EXPERTS AND COUNSEL

The legality of our common stock offered by this prospectus will be passed
upon by The Lebrecht Group, APLC, Rancho Santa Margarita, California. Neither
The Lebrecht Group, APLC, nor any of its officers, directors, shareholders or
employees, currently own any shares of our common stock.

EXPERTS

Parks, Tschopp, Whitcomb & Orr P.A., certified public accountants, have
audited our consolidated financial statements included in our Annual Report on
Form 10-KSB/A for the year ended December 31, 2001, as set forth in their
report, which is incorporated by reference in this prospectus and elsewhere in
the registration statement. Our consolidated financial statements are
incorporated by reference in reliance on Parks, Tschopp, Whitcomb & Orr P.A.'s
report, given on their authority as experts in accounting and auditing.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy materials we have filed with
the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of its Public Reference Room. Our SEC filings also
are available to the public on the SEC's Internet site at www.sec.gov. In
addition, you may obtain a copy of our SEC filings at no cost by writing or
telephoning our President at:

E-Rex, Inc.
11645 Biscayne Boulevard, Suite 210
Miami, Florida 33181
Attn: President

The SEC allows us to "incorporate by reference" in this prospectus
information we file with the SEC, which means that we may disclose important
information in this prospectus by referring you to the document that contains
the information. The information incorporated by reference is considered to be
a part of this prospectus, and later information filed with the SEC will update
and supersede this information. E-Rex incorporates by reference the documents
listed below and any future filings it makes with the SEC under Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, until the
offering of securities covered by this prospectus is completed:

- - The Quarterly Report on Form 10-QSB of E-Rex for the quarter ended June
30, 2002 as filed with the SEC on August 14, 2002;

- - The Quarterly Report on Form 10-QSB of E-Rex for the quarter ended March
31, 2002 as filed with the SEC on May 15, 2002;

- - The Annual Report on Form 10-KSB of E-Rex for the fiscal year ended
December 31, 2001, as amended by Amendment No. 2 on Form 10-KSB/A as filed with
the SEC on August 28, 2002;

- - The Definitive Schedule 14C Information Statement of E-Rex as filed with
the SEC on August 30, 2002;

- - The Quarterly Report on Form 10-QSB of E-Rex for the quarter ended March
31, 2001 as amended by Amendment No. 2 on Form 10-QSB/A as filed with the SEC on
July 16, 2002;

- - The Quarterly Report on Form 10-QSB of E-Rex for the quarter ended June
30, 2001 as amended by Amendment No. 2 on Form 10-QSB/A as filed with the SEC on
July 16, 2002;

- - The Quarterly Report on Form 10-QSB of E-Rex for the quarter ended
September 30, 2001 as amended by Amendment No. 2 on Form 10-QSB/A as filed with
the SEC on July 16, 2002;

- - The Current Report on Form 8-K of E-Rex, as amended by Amendment No. 1 on
Form 8-K/A as filed with the SEC on June 14, 2002;

- - The Current Report on Form 8-K of E-Rex as filed with the SEC on April 29,
2002;

- - The Quarterly Report on Form 10-QSB of E-Rex for the quarter ended
September 30, 2000 as amended by Amendment No. 2 on Form 10-QSB/A as filed with
the SEC on March 28, 2002;

- - The Annual Report on Form 10-KSB of E-Rex for the fiscal year ended
December 31, 2000 as amended by Amendment No. 1 on Form 10-KSB/A as filed with
the SEC on March 28, 2002;

We have filed with the SEC a registration statement on Form S-3 under the
Securities Act, relating to the securities that may be offered by this
prospectus. This prospectus is a part of that registration statement, but does
not contain all of the information in the registration statement. For more
detail concerning E-Rex and any securities offered by this prospectus, you may
examine the registration statement and the exhibits filed with it at the offices
of the SEC.

You should rely only on the information provided or incorporated by
reference in this prospectus or in any applicable supplement to this prospectus.
You should not assume that the information in this prospectus and any applicable
supplement is accurate as of any date other than the date on the front cover of
the document.

We have not authorized any person to make a statement that differs from
what is in this prospectus. If any person does make a statement that differs
from what is in this prospectus, you should not rely on it. This prospectus is
not an offer to sell, nor is it seeking an offer to buy, these securities in any
state where the offer or sale is not permitted. The information in this
prospectus is complete and accurate as of its date, but the information may
change after that date.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES

Article XI of our Bylaws provides that, to the fullest extent permitted by
law, the Corporation shall indemnify and hold harmless its directors and
officers for reasonable damages suffered by him in connection with his
relationship with the Corporation. In addition, the Corporation shall have the
power to buy, at this Corporation's expense, policies of insurance.

Our Articles of Incorporation do not further address indemnification, and
there are no resolutions of our shareholders or directors which address
indemnification.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable.

YOU MAY RELY ON THE INFORMATION
CONTAINED IN THIS PROSPECTUS. WE
HAVE NOT AUTHORIZED ANYONE TO
PROVIDE INFORMATION DIFFERENT FROM
THAT CONTAINED IN THIS PROSPECTUS.
NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR SALE OF COMMON STOCK
MEANS THAT INFORMATION CONTAINED IN
THIS PROSPECTUS IS CORRECT AFTER THE
DATE OF THIS PROSPECTUS. THIS
PROSPECTUS IS NOT AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO
BUY THESE SHARES OF THE COMMON
STOCK IN ANY CIRCUMSTANCES UNDER 67,500,000 SHARES
WHICH THE OFFER OR SOLICITATION
IS UNLAWFUL.
_________________
E-REX, INC.
TABLE OF CONTENTS

Page
----

Prospectus Summary 2
Risk Factors 4
Forward Looking Statements 8
Use of Proceeds 9
Selling Security Holders 10
Plan of Distribution 11 ------------
Description of Securities 13 PROSPECTUS
Interests of Experts and Counsel 14 ------------
Incorporation of Certain Information
by Reference 15
Disclosure of Commission Position on
Indemnification For Securities
Act Liabilities 17

_____________, 2002

Dealer Prospectus Delivery Obligation. Until ________, 2002; all dealers
that effect transactions in these securities, whether or not participating in
this offering, may be required to deliver a prospectus. This is in addition to
the dealers' obligation to deliver a Prospectus when acting as underwriters and
with respect to their unsold allotments or subscriptions.

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

We will pay all expenses in connection with the registration and sale of
the common stock by the selling security holders. The estimated expenses of
issuance and distribution are set forth below:

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our Articles of Incorporation do not further address indemnification.

On February 15, 2002, and on May 24, 2002, the Board of Directors of the
Company, in accordance with the Bylaws of the Company and applicable sections of
the Nevada Revised Statutes, unanimously approved an Indemnification Agreement
between the Company and each of Carl Dilley, Donald A. Mitchell, Jeffrey M.
Harvey, and Joseph Pacheco.

EXHIBITS

Exhibit No. Description
- ---------- -----------

3.1 (1) Articles of Incorporation of P.R. Stock, Inc.

3.2 (1) Amendment to the Articles of Incorporation of P.R. Stocks, Inc.

3.3 (1) Articles of Merger of Medgain International Corporation into
National Health & Safety Corporation

3.4 (1) Amendment to the Articles of Incorporation of Medgain
International Corporation

II-1

3.5 (2) Certificate of Amendment of Articles of Incorporation of E-Rex,
Inc.

3.6 (1) Bylaws of P.R. Stocks, Inc.

4.1 Securities Purchase Agreement dated October 14, 2002 by and between
E-Rex, Inc. and Auxiliarius Fortunare, LLC

4.2 E-Rex, Inc. 10% Convertible Note

4.3 E-Rex, Inc. Common Stock Purchase Warrant

4.4 Registration Rights Agreement dated October 14, 2002

4.5 Escrow Agreement dated October 14, 2002

5.1 Legal Opinion of The Lebrecht Group, APLC

23.1 Consent of Parks, Tschopp, Whitcomb & Orr P.A.

23.2 Consent of The Lebrecht Group, APLC (included in Exhibit 5.1)

(1) Incorporated by reference to E-Rex's Registration Statement on Form SB-2
dated October 30, 2001 as filed with the SEC on November 1, 2001.

(2) Incorporated by reference to E-Rex's Definitive Schedule 14C Information
Statement dated August 30, 2002 filed with the SEC on August 30, 2002.

UNDERTAKINGS

A. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by us of expenses incurred or paid by
our director, officer or controlling person in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, we will, unless in
the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.

B. We hereby undertake:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to:

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(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) (Section 230.424(b) of Regulation S-B) if, in the
aggregate, the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement; and

(iii) Include any additional or changed material information on the
plan of distribution.

(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.

(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Miami, State of Florida, on October 28, 2002.

E-Rex, Inc.,
a Nevada corporation

/s/ Carl Dilley
------------------------------
By: Carl Dilley
Its: President

In accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates stated.

/s/ Carl Dilley October 28, 2002
- ----------------------------------------
By: Carl Dilley
Its: President, Secretary, Treasurer,
principal financial officer,
principal accounting officer, and
Director

/s/ Donald A. Mitchell October 28, 2002
- ----------------------------------------
By: Donald A. Mitchell
Its: Director

/s/ Joseph Pacheco October 28, 2002
- ----------------------------------------
By: Joseph Pacheco
Its: Director

II-4